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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $ 55 | 06/24/2005 | C | 25,000 (1) | (2) | 06/24/2005(3) | Common | 455 (4) | $ 1 | 0 | D | ||||
| Series C Convertible Preferred Stock | $ 11 | 06/24/2005 | C | 137,500 (5) | (2) | 06/24/2005(6) | Common Stock | 2,500 (4) | $ 0.2 | 0 | D | ||||
| Secured Promissory Notes | $ 2 | 06/24/2005 | C | 125,000 | 06/24/2005(7) | 06/24/2005(7) | Common Stock | 125,000 | $ 250,000 | 0 | D | ||||
| Directors Stock Option (right to buy) | $ 1 | 06/24/2005 | A | 10,000 | (8) | 06/24/2015 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Directors Stock Option (right to buy) | $ 1 | 06/24/2005 | A | 7,500 | 06/24/2005 | 06/24/2015 | Common Stock | 7,500 | $ 0 | 7,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOGER STANLEY H 1180 6TH AVENUE, SUITE 2010 NEW YORK, NY 10036 |
X | X | ||
| Debra K. Weiner, as attorney-in-fact for Stanley H. Moger | 06/28/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each 55 shares of Series A Convertible Preferred Stock converts into 1 share of Common Stock. Accordingly, the Series A Preferred Stock converts into 455 shares of Common Stock. |
| (2) | The Series A and Series C Convertible Preferred Stock were each convertible into Common Stock immediately upon issuance at the option of the holder. |
| (3) | The Series A Convertible Preferred Stock does not expire. However, it is automatically convertible into Common Stock upon the closing of a firmly underwritten public offering of the issuer's Common Stock. |
| (4) | The Series A and Series C Convertible Preferred Stock is convertible into Common Stock at a conversion ratio of 55-to-1. |
| (5) | Each 55 shares of Series C Convertible Preferred Stock converts into 1 share of Common Stock. Accordingly, the Series C Preferred Stock converts into 2,500 shares of Common Stock. |
| (6) | The Series C Convertible Preferred Stock does not expire. However, it is automatically convertible into Common Stock upon the closing of a firmly underwritten public offering of the issuer's Common Stock. |
| (7) | Secured promissory notes with an aggregate principal totaling $500,000 (of which $250,000 is attributable to the reporting person) automatically converted at the closing of the issuer's initial public offering in accordance iwth the terms of a Conversion Agreement dated April 30, 2005, as amended and restated as of May 31, 2005. If the IPO had not closed, the notes would have reverted to a non-derivative security and would not convertible, either in accordance with the terms of the notes or the agreement. |
| (8) | The options become exercisable in three substantially equal installments, beginning one year from the date of grant (June 24, 2006, 2007 and 2008). The first two installments will result in 3,333 options becoming exercisable, with the third installment exercisable for 3,334 shares. |
| Remarks: CONFIRMING STATEMENT This statement confirms that the undersigned, Stanley H. Moger, has authorized and designated A. John Murphy and Debra K. Weiner to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of NuVim, Inc. The authority of Mr. Murphy and Ms. Weiner under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of NuVim, Inc., unless earlier revoked in writing. The undersigned acknowledges that neither Mr. Murphy nor Ms. Weiner is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 24, 2005 /s/ Stanley H. Moger | |